ProfessorBainbridge.com

Federalist Society CLE Program on Board Diversity Requirements, Featuring Yours Truly

Register here.

Christianity and Market Regulation has been published, including an essay by yours truly on Christianity and Corporate Purpose

Cambridge University Press has released Christianity and Market Regulation: An Introduction, edited by Daniel A. Crane and Samuel Gregg. 

Historically, the Christian tradition has played an influential role in Western economic thought concerning the regulation of markets, but, with the fracturing of the Christian tradition following the Reformation, the decline of Christian influence in academia, and the increasing specialization of economic analysis, that influence has become increasingly opaque. This volume brings together an interdisciplinary team of prominent academic experts on market regulation from four different continents and various faith traditions to reconsider the impact of Christianity on market regulation. Drawing on law, economics, history, theology, philosophy, and political theory, the authors consider both general questions of market regulation and particular regulatory fields such as bankruptcy, corporate law, and antitrust from a Christian perspective.

My essay, Christianity and Corporate Purpose, is one of 10 essays in the book.

 

My essay critiquing the Insider Trading Prohibition Act of 2021 is up at The Harvard Law School Forum on Corporate Governance

You can read it here.

The Insider Trading Prohibition Act (“Act”) passed the U.S. House of Representatives by a wide bipartisan margin on May 18, 2021, and is now awaiting Senate action. The Act’s proponents claimthat the bill makes only modest changes in the definition of insider trading as it has been developed in the courts, while at the same time creating “a clear definition of insider trading . . . so that there is a codified, consistent standard for courts and market participants.” Unfortunately, the Act neither codifies nor clarifies.

Insider Trading Compliance Programs in The Cambridge Handbook of Compliance

The Cambridge Handbook of Compliance has just been released:

Compliance has become key to our contemporary markets, societies, and modes of governance across a variety of public and private domains. While this has stimulated a rich body of empirical and practical expertise on compliance, thus far, there has been no comprehensive understanding of what compliance is or how it influences various fields and sectors. The academic knowledge of compliance has remained siloed along different disciplinary domains, regulatory and legal spheres, and mechanisms and interventions. This handbook bridges these divides to provide the first one-stop overview of what compliance is, how we can best study it, and the core mechanisms that shape it. Written by leading experts, chapters offer perspectives from across law, regulatory studies, management science, criminology, economics, sociology, and psychology. This volume is the definitive and comprehensive account of compliance.

It includes 69 articles by leading experts on various aspects of compliance, both theoretical and practical. Among them is an article by yours truly on insider trading compliance programs.

Yours truly will be a speaker on the Acton Institute University Panel on Corporate Social Responsibility June 23

See this discussion of the panel and my fellow panelists.

My Advanced Corporation Law casebook gets an endorsement

One of the things I’ve enjoyed this semester: teaching a new course on Advanced Corporate Law to a wonderful group of @EmoryLaw students & using Stephen Bainbridge’s (@PrawfBainbridge @UCLA_Law) new Advanced Corporation Law textbook. Deep, balanced, current & highly recommended. pic.twitter.com/cMBItRdqLA

— George S. Georgiev (@GeorgievLaw) April 16, 2021

Yours truly cited by the 11th Circuit

Deal v. Tugalo Gas Co., Inc., 19-14336, 2021 WL 1049813, at *2 (11th Cir. Mar. 19, 2021):

A corporation's directors and officers owe fiduciary duties to the company; if a shareholder believes that they have breached those duties, he can bring a “derivative suit” on behalf of the corporation, for the harm done to it. See Stephen M. Bainbridge, Corporate Law 207 (3d ed. 2002). In a derivative suit, the cause of action belongs to the corporation, rather than to the individual shareholder-plaintiff, and any recovery thus goes to it. Id. Because the cause of action is ultimately the corporation's own, a shareholder can bring suit only in the event that a company's board chooses not to pursue litigation. Id. at 225. Thus, to bring a derivative suit, the shareholder usually must first make “demand” on the corporation—that is, ask the board to bring a suit on the company's behalf. Id. By contrast, if a shareholder believes that he has been harmed in his individual capacity and separately from any injury to the corporation, then he can bring a “direct suit.” Id. at 205. Because in that instance the injury is personal to the shareholder, there is no demand requirement, but there are other hurdles—among them, the shareholder must show that his injury is distinct from any that the corporation or other shareholders have suffered. Id. at 205–06.

I'm interviewed on Brian Frye's Ipse Dixit Podcast re ESG and Corporate Social Responsibility

I just posted @IpseDixitPod #690, featuring Stephen Bainbridge @PrawfBainbridge discussing corporate purpose & shareholder wealth maximization. Should be of interest to ... well, a lot of people? https://t.co/MtbNrxgSfW

— Brian L. Frye (@brianlfrye) March 16, 2021

Strine Speaks: The Business Judgment Rule is an Abstention Doctrine

From Brummer, Christopher J. and Strine, Leo, Duty and Diversity (February 18, 2021). U of Penn, Inst for Law & Econ Research Paper No. 21-08, Columbia Law and Economics Working Paper No. 642, Available at SSRN: https://ssrn.com/abstract=3788159 or http://dx.doi.org/10.2139/ssrn.3788159:

... the business judgment rule commands that courts not intrude on decisions about a corporation’s business philosophy and strategy. For that reason, Professor Bainbridge has rightly called the business judgment rule an abstention doctrine,³⁰⁴ which leaves stockholders dissatisfied with the board with recourse to the corporate ballot box, not the courthouse.

³⁰⁴ See generally Stephen M. Bainbridge, The Business Judgment Rule as Abstention Doctrine, 57 VAND. L. REV. 83 (2019).

Professor Bainbridge versus the Socratic Method: A ProfessorBainbridge.com Studio Production

The production values aren't great. But I am proud of the substance.

What course would you teach using my Advanced Corporation Law casebook?

A friend emailed to say she liked my new casebook on Advanced Corporation Law. But when I wrote back to encourage her to adopt it, she expressed doubt as to what course she would use it in.

A fair question. I use it in a course at UCLA called Advanced Corporation Law.

Reflections on being a Corporate Lawyer

A video from my new YouTube playlist on corporate law.

Professor Bainbridge on Corporate Law: Videos

I've created a playlist on Youtube of my videos on corporate law. You can access it here.

Delaware Vice Chancellor Laster cites yours truly

In Firefighters' Pension System of the City of Kansas City v. Presidio, Inc., CV 2019-0839-JTL, 2021 WL 298141, at *29 n.13 (Del. Ch. Jan. 29, 2021), Vice Chancellor Laster cited my article, Stephen M. Bainbridge, Unocal at 20: Director Primacy in Corporate Takeovers, 31 Del J. Corp. L. 769, 788–89 (2006), in a long string cite about how mergers involve final period problems. 

Later in the opinion (at *49 n.28) he cites, Stephen M. Bainbridge, Director Primacy: The Means and Ends of Corporate Governance, 97 Nw. U.L. Rev. 547, 605 (2003), for the proposition that directors are not agents of the shareholders.

Cooking with Professor Bainbridge

I started blogging at ProfessorBainbridge.com in 2003. The blog started out with a focus on corporate law, but quickly evolved into a platform for talking about all of my interests: both vocational and avocational.

In the earlier years, the Food and Wine section of the blog consisted mostly of notes on wines Helen and I had tasted. But I had started cooking in my teens and it had eventually evolved into a hobby. Encouraged by Helen, I gradually started writing down some of the recipes I concocted and transcribing them to the blog.

Being bored during the pandemic, I decided to amuse myself by compiling all those recipes into a cookbook. Not to sell but just to share with friends and readers. And now it's ready.

You can download Cooking with ProfessorBainbridge.com here.

I hope you make some of the recipes and enjoy them.